KAYA - Kaya Ltd
📢 Recent Corporate Announcements
Kaya Limited has successfully passed a special resolution via postal ballot to change the objects clause regarding the utilization of funds raised through a previous preferential issue of equity shares. The resolution received overwhelming support, with 99.99% of the total 1,00,21,508 votes cast in favor. A total of 112 shareholders participated in the electronic voting process which concluded on March 2, 2026. This approval provides the company with the necessary mandate to redeploy capital as per its updated strategic requirements.
- Special resolution passed to modify the objects clause for utilizing funds from a preferential equity issue.
- The resolution received 1,00,21,432 votes (99.99%) in favor and only 76 votes (0.01%) against.
- A total of 112 members participated in the remote e-voting process conducted between Feb 1 and March 2, 2026.
- Promoter and Promoter Group polled 77,61,555 votes, all of which were in favor of the resolution.
- Public non-institutions contributed 20,98,246 votes to the total count.
Kaya Limited reported a modest 3% YoY revenue growth to ₹60 crore for Q3 FY26, driven by a 7% growth in its clinic business. However, the company faced a significant consolidated net loss of ₹36.2 crore, a sharp decline from the ₹3.5 crore profit reported in the same quarter last year. While specific service categories like Acne & Scars (+52%) and Products (+34%) showed strong momentum, the overall bottom line was heavily impacted. The widening losses despite marginal revenue growth suggest increased operational costs or significant one-time adjustments.
- Consolidated revenue grew 3% YoY to ₹60.0 crore for the quarter.
- Net loss widened significantly to ₹36.2 crore compared to a profit of ₹3.5 crore in Q3 FY25.
- Acne & Scars services saw a robust 52% growth, aided by new technology adoption.
- Product business registered strong growth of 34% YoY, led by Nutraceuticals and Anti-Ageing segments.
- Clinic business revenue increased by 7% YoY and showed a 12% sequential improvement over Q2 FY26.
Kaya Limited's Board has approved a variation in the utilization of proceeds from its preferential issue originally approved by members on July 22, 2025. While the funds were initially earmarked for growth and business expansion, the company now proposes to also deploy them toward meeting working capital requirements. This shift is intended to align capital allocation with current industry trends and ensure optimum utilization of funds. The proposed change is subject to the final approval of the company's shareholders.
- Board approved variation in the objects of the preferential issue sanctioned on July 22, 2025
- Funds will now be utilized for working capital requirements in addition to growth and expansion
- Decision aims to improve operational efficiency and respond to competitive dynamics
- The reallocation of funds is subject to the upcoming approval of the shareholders
Kaya Limited reported a marginal 3% year-on-year growth in standalone revenue to ₹60.03 crore for Q3 FY26. However, the net loss more than doubled to ₹35.55 crore compared to ₹15.40 crore in the same quarter last year, driven by a sharp rise in other expenses and an exceptional item of ₹5.19 crore. The company continues to face severe financial stress with a negative net worth and working capital position, relying heavily on promoter support to remain a going concern.
- Revenue from operations increased to ₹6,003.66 Lakhs in Q3 FY26 from ₹5,835.06 Lakhs in Q3 FY25.
- Net loss widened to ₹3,554.87 Lakhs for the quarter, compared to a loss of ₹1,539.81 Lakhs in the previous year.
- Recognized an exceptional charge of ₹519.23 Lakhs related to the impact of new Labour Codes.
- Other expenses surged by 68% YoY to ₹3,976.48 Lakhs from ₹2,365.18 Lakhs.
- Auditors highlighted a 'going concern' risk as the company has negative net worth and working capital as of December 31, 2025.
Kaya Limited has announced the resignation of Mr. Nishant Nayyar, who served as the Vice President and Head of Marketing. Mr. Nayyar, a member of the Senior Management Personnel, cited personal reasons for his departure. The resignation was officially tendered on January 23, 2026, and his last working day will be April 23, 2026. The company has confirmed that there are no other material reasons for his resignation.
- Mr. Nishant Nayyar resigned from the position of VP & Head - Marketing on January 23, 2026.
- The resignation is effective from the close of business hours on April 23, 2026.
- The departure is attributed to personal reasons with no other material concerns cited by the executive.
- The transition period spans three months, allowing the company time to find a replacement for the Senior Management role.
Kaya Limited has appointed Ms. Dhivya Ashok as the Chief Operating Officer for its South and East regions, effective January 17, 2026. Ms. Ashok brings over 10 years of experience in scaling omni-channel, tech-enabled consumer businesses, including roles at CaratLane and Naturals Salon & Spa. Her expertise in the salon and spa industry, specifically building the Naturals@Home vertical, aligns well with Kaya's core business model. This appointment is expected to strengthen the company's regional leadership and operational execution in key Indian markets.
- Appointment of Ms. Dhivya Ashok as COO - South & East effective January 17, 2026
- Over 10 years of experience in scaling consumer businesses across India and the US
- Former Regional Business Head at CaratLane (A TATA Product) and Business Head at Naturals Salon & Spa
- Pivotal experience as part of Uber's India Launch Team
- Strengthens Senior Management Personnel (SMP) with specialized industry expertise
Kaya Limited has submitted its Share Capital Audit Report for the quarter ended December 31, 2025, confirming full reconciliation between issued and listed capital. The total issued capital stands at 1,51,87,609 shares, all of which are listed on the BSE and NSE. Approximately 99.95% of the shares are held in dematerialized form, with 74.40% in NSDL and 25.55% in CDSL. The report confirms no changes in share capital occurred during the quarter and no demat requests are pending beyond 21 days.
- Total issued and listed capital remains unchanged at 1,51,87,609 equity shares
- High dematerialization rate with 99.95% of shares held in electronic form
- Only 7,974 shares (0.05%) remain in physical form as of December 31, 2025
- Zero pending dematerialization requests beyond the mandatory 21-day period
Kaya Limited has submitted its quarterly compliance certificate under Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018, for the period ending December 31, 2025. The certificate, issued by MUFG Intime India Private Limited, confirms that all share dematerialization requests were processed within the mandated timelines. It verifies that physical security certificates were mutilated and cancelled after due verification. This is a standard administrative filing ensuring that the company's shareholding records are accurately maintained with the depositories.
- Compliance certificate issued for the quarter ended December 31, 2025.
- Registrar MUFG Intime India Private Limited confirmed processing of dematerialization requests.
- Verification and cancellation of physical certificates completed within prescribed timelines.
- Confirms that securities are listed on the stock exchanges where earlier securities were listed.
Kaya Limited has announced the appointment of Mr. Saurav Jha as the Chief Business Transformation Officer, effective December 22, 2025. Mr. Jha brings over 18 years of extensive experience in business operations, category management, and market expansion from high-growth companies like CaratLane and Urban Company. His background in technology-driven firms suggests a strategic move by Kaya to modernize its operations and scale its business model. This leadership addition is aimed at driving the company's transformation and growth initiatives.
- Appointment of Saurav Jha as Chief Business Transformation Officer effective December 22, 2025.
- Mr. Jha has over 18 years of experience in leadership roles at CaratLane, Urban Company, and Pristyn Care.
- Previously served as Head of International Business at CaratLane, leading global expansion.
- Educational background includes an MBA from the Indian School of Business (ISB) and an Engineering degree from MIT Manipal.
Financial Performance
Revenue Growth by Segment
Consolidated revenue from operations for H1 FY26 reached INR 106.64 Cr, representing a 2.18% growth compared to INR 104.36 Cr in H1 FY25. Standalone revenue for Q2 FY26 was INR 53.85 Cr, showing a marginal 2.5% increase over the previous quarter's INR 52.52 Cr.
Geographic Revenue Split
The company has transitioned its geographic focus by classifying Middle East operations (Kaya Middle East FZE and DMCC) as discontinued operations following a sale agreement. India now represents the primary revenue driver with 121 clinics across 26 cities, while the Middle East business was sold for an enterprise value of approximately INR 73.70 Cr (AED 33 Million).
Profitability Margins
Profitability remains under significant pressure; the consolidated loss before tax for H1 FY26 was INR 32.85 Cr, compared to a loss of INR 10.82 Cr in H1 FY25. Historical operating margins showed improvement to 14.49% in FY20 from 5.85% in FY19, but high overheads from rentals and manpower continue to suppress net margins.
EBITDA Margin
EBITDA is impacted by high fixed costs; depreciation and amortization for H1 FY26 stood at INR 20.83 Cr (approx. 19.5% of revenue). Operating income has remained stagnant in the INR 400 Cr to INR 420 Cr range over a three-year period, indicating a lack of core profitability scaling.
Capital Expenditure
The company is rationalizing its footprint by closing or relocating loss-making centers. While specific future CAPEX figures are not disclosed, the relocation of the Barsha clinic involved a cost of AED 1.35 Million (INR 3.26 Cr) which was recognized as other income via buyer reimbursement.
Credit Rating & Borrowing
The company previously held an ACUITE A- rating with a Stable outlook, which was withdrawn in August 2020 at the company's request. Standalone borrowings as of September 30, 2025, were INR 160.93 Cr, with additional lease liabilities of INR 91.29 Cr.
Operational Drivers
Raw Materials
Consumables and materials used in skin and hair care treatments (e.g., specialized dermatological chemicals, serums, and clinical supplies) represent the primary raw material costs, totaling INR 3.58 Cr for H1 FY26 (3.3% of revenue).
Import Sources
Not specifically disclosed, though the company notes exposure to global technological advancements in skin care, suggesting some specialized equipment or consumables may be imported.
Capacity Expansion
Current capacity consists of 121 Kaya clinics across 26 cities. Expansion strategy has shifted toward 'rationalizing cost structures' and 'relocating loss-making centers' rather than aggressive new clinic additions.
Raw Material Costs
Cost of materials consumed decreased by 23% YoY from INR 4.65 Cr in H1 FY25 to INR 3.58 Cr in H1 FY26, reflecting either lower procurement costs or a shift in service mix toward less material-intensive treatments.
Manufacturing Efficiency
Not applicable as a service-oriented clinic business; efficiency is measured by clinic-level profitability and the closure of non-performing units.
Logistics & Distribution
Not disclosed as a percentage of revenue; however, the business model relies on clinic-based service delivery rather than heavy physical product distribution.
Strategic Growth
Expected Growth Rate
2-5%
Growth Strategy
Growth is targeted through the sale of the Middle East business to Humania GCC Holding Limited to de-leverage the balance sheet, focusing on the Indian market, and enhancing the revenue mix through new customer addition and high-margin skin/hair care services.
Products & Services
Specialized skin care treatments, hair care solutions, and dermatological products sold through 121 clinics and e-commerce platforms.
Brand Portfolio
Kaya, Kaya Skin Clinic.
New Products/Services
The company constantly reviews technological innovations to bring global skin-care technologies to the Indian market, though specific revenue contribution % for new launches is not disclosed.
Market Expansion
Focus is currently on consolidating the Indian footprint across 26 cities rather than entering new international markets following the Middle East divestment.
Market Share & Ranking
Not disclosed, but identified as a major organized player alongside VLCC and Lakme.
Strategic Alliances
Divestment of Middle East business to Humania GCC Holding Limited; the company also maintains a strong association with the Marico Group (promoter Harsh Mariwala).
External Factors
Industry Trends
The wellness and beauty industry is seeing a shift toward premium segments and e-commerce competition. Kaya is positioning itself by adopting global technologies and rationalizing its physical clinic footprint to improve efficiency.
Competitive Landscape
Intense competition from large organized players like VLCC, Lakme, and Loreal, as well as fragmented local dermatologists and aggressive e-commerce product sellers.
Competitive Moat
The primary moat is the 'Kaya' brand equity and its association with Mr. Harsh Mariwala (Marico Group), providing financial credibility and management expertise. However, this moat is challenged by low switching costs for customers.
Macro Economic Sensitivity
Highly sensitive to discretionary spending trends; economic slowdowns directly impact the wellness and beauty industry demand.
Consumer Behavior
Shift toward seeking advanced technological solutions for skin and hair, requiring constant investment in new clinical equipment.
Geopolitical Risks
The divestment of the Middle East business reduces direct exposure to geopolitical instability in that region.
Regulatory & Governance
Industry Regulations
Compliance with healthcare and clinical establishment norms across various Indian states; subject to consumer protection laws regarding service efficacy.
Environmental Compliance
Focus on reducing power, water usage, and eliminating excess paper use as part of environmental responsibility.
Taxation Policy Impact
The company reports significant deferred tax assets and losses; current tax expenses are minimal due to ongoing losses.
Legal Contingencies
The company reported no instances of fraud by auditors. It maintains a Secretarial Audit with no qualifications or adverse remarks for FY25.
Risk Analysis
Key Uncertainties
The ability to turn profitable in the Indian market post-Middle East divestment is the primary uncertainty, with a potential 20-30% impact on valuation if losses persist.
Geographic Concentration Risk
High concentration in India (100% of continuing operations) across 26 major cities.
Third Party Dependencies
Dependency on skilled dermatologists and clinical staff; high attrition is a noted industry-wide weakness.
Technology Obsolescence Risk
High risk; the beauty industry requires frequent upgrades to laser and diagnostic equipment to remain competitive.
Credit & Counterparty Risk
Adequate liquidity is maintained to meet maturing debt obligations of INR 7.50 Cr to INR 11.92 Cr annually.